<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For the three months ended March 31, 2002         Commission File Number 0-14371
-----------------------------------------         ------------------------------


                             COMPUCOM SYSTEMS, INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

              Delaware                                          38-2363156
---------------------------------------                   ----------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

 7171 Forest Lane, Dallas, TX                                     75230
-------------------------------                           ----------------------
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code:           (972) 856-3600
                                                          ----------------------





Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes  X            No
   -----            -----




The number of shares of the Registrant's common stock outstanding as of May 13,
2002 was 48,402,177 shares.

--------------------------------------------------------------------------------


<PAGE>

                     COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

                                      Index

PART I.    FINANCIAL INFORMATION                                            Page
-------    ---------------------                                            ----

Item 1.    Financial Statements (unaudited)

           Condensed Consolidated Balance Sheets
               March 31, 2002 and December 31, 2001                           3

           Condensed Consolidated Statements of Operations
               Three months ended March 31, 2002 and 2001                     4

           Condensed Consolidated Statements of Cash Flows
               Three months ended March 31, 2002 and  2001                    5

           Notes to Condensed Consolidated Financial Statements               6

Item 2.    Management's Discussion and Analysis of Financial Condition
               and Results of Operations                                     14

Item 3.    Quantitative and Qualitative Disclosure About Market Risk         23



PART II.   OTHER INFORMATION
--------   -----------------

Item 6.    Exhibits and Reports on Form 8-K                                  24




                                       2

<PAGE>

                     COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

                      Condensed Consolidated Balance Sheets
                                 (In thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                  March 31,             December 31,
                                                                                    2002                    2001
                                                                             ------------------      ------------------
<S>                                                                          <C>                     <C>
                      Assets
                      ------
Current assets:
    Cash and cash equivalents                                                      $   109,444              $  123,150
    Receivables, net                                                                   112,612                 134,980
    Inventories                                                                         31,286                  29,608
    Other                                                                                6,344                   8,131
                                                                             ------------------      ------------------
         Total current assets                                                          259,686                 295,869

Property and equipment, net                                                             29,388                  31,566

Goodwill                                                                               101,387                  99,643
Intangible assets, net                                                                  10,506                  11,446
Other                                                                                    4,463                   5,559
                                                                             ------------------      ------------------

         Total assets                                                              $   405,430              $  444,083
                                                                             ==================      ==================

                      Liabilities and Stockholders' Equity
                      ------------------------------------
Current liabilities:
    Accounts payable                                                               $   112,192              $  120,173
    Accrued liabilities                                                                 54,739                  88,598
                                                                             ------------------      ------------------
         Total current liabilities                                                     166,931                 208,771

Stockholders' equity:
    Preferred stock                                                                     15,000                  15,000
    Common stock                                                                           498                     498
    Additional paid-in capital                                                          76,307                  76,252
    Retained earnings                                                                  152,263                 149,131
    Treasury stock                                                                      (5,569)                 (5,569)
                                                                             ------------------      ------------------
         Total stockholders' equity                                                    238,499                 235,312
                                                                             ------------------      ------------------

         Total liabilities and stockholders' equity                                $   405,430              $  444,083
                                                                             ==================      ==================
</TABLE>

See accompanying notes to condensed consolidated financial statements.



                                       3

<PAGE>

                     COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

                 Condensed Consolidated Statements of Operations
                    (In thousands, except per share amounts)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                 Three months ended
                                                                                                     March 31,
                                                                                               2002              2001
                                                                                          ---------------   ---------------

<S>                                                                                       <C>               <C>
  Revenue:
     Product                                                                                   $ 259,269         $ 482,361
     Service                                                                                      67,679            71,927
                                                                                          ---------------   ---------------
       Total revenue                                                                             326,948           554,288
                                                                                          ---------------   ---------------

  Cost of revenue:
     Product                                                                                     232,538           440,271
     Service                                                                                      44,131            48,334
                                                                                          ---------------   ---------------
       Total cost of revenue                                                                     276,669           488,605
                                                                                          ---------------   ---------------

         Gross margin                                                                             50,279            65,683

  Operating expenses:
     Selling                                                                                      12,309            19,549
     Service                                                                                      10,826            13,570
     General and administrative                                                                   17,632            22,211
     Depreciation and amortization                                                                 4,787             5,669
                                                                                          ---------------   ---------------
              Total operating expenses                                                            45,554            60,999
                                                                                          ---------------   ---------------

  Earnings from operations                                                                         4,725             4,684

  Financing expenses, net                                                                            309             1,729
                                                                                          ---------------   ---------------
  Earnings before income taxes and cumulative effect of a change in accounting
     principle for negative goodwill                                                               4,416             2,955

  Income taxes                                                                                     1,766             1,182
                                                                                          ---------------   ---------------

  Earnings before cumulative effect of a change in accounting principle
     for negative goodwill                                                                         2,650             1,773

  Cumulative effect of a change in accounting principle for negative goodwill,
     net of income taxes                                                                             707                 -
                                                                                          ---------------   ---------------

  Net earnings                                                                                   $ 3,357           $ 1,773
                                                                                          ===============   ===============

  Basic and diluted earnings per common share:
       Earnings before cumulative effect of a change in accounting principle for
          negative goodwill                                                                        $ .05             $ .03
       Cumulative effect of a change in accounting principle for negative goodwill, net
          of income taxes                                                                            .01                 -
                                                                                          ---------------   ---------------
       Net earnings                                                                                $ .06             $ .03
                                                                                          ===============   ===============

  Average common shares outstanding:
          Basic                                                                                   48,372            48,039
          Diluted                                                                                 49,192            48,201
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       4

<PAGE>

                     COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows
                                 (In thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                      Three months ended March 31,
                                                                                      2002                  2001
                                                                                  --------------       ----------------

<S>                                                                               <C>                  <C>
Cash flows from operating activities:
    Earnings before cumulative effect of a change in accounting principle for
        negative goodwill                                                             $   2,650               $  1,773
    Adjustments to reconcile earnings before cumulative effect of a change in
        accounting principle for negative goodwill to net cash provided by (used
        in) operating activities:
         Depreciation and amortization                                                    4,787                  5,669
         Deferred income taxes                                                              421                   (624)
         Changes in assets and liabilities, excluding effects from acquisitions:
           Receivables                                                                   22,368                108,808
           Inventories                                                                   (1,678)                26,101
           Other current assets                                                          (1,442)                  (367)
           Accounts payable                                                              (7,981)                 8,441
           Accrued liabilities and other                                                (31,367)               (16,133)
                                                                                  --------------       ----------------
              Net cash provided by (used in) operating activities                       (12,242)               133,668
                                                                                  --------------       ----------------

Cash flows from investing activities:
    Capital expenditures                                                                 (1,294)                (6,912)
    Business acquisitions, net of cash acquired                                               -                (79,309)
                                                                                  --------------       ----------------
              Net cash used in investing activities                                      (1,294)               (86,221)
                                                                                  --------------       ----------------

Cash flows from financing activities:
    Borrowings under revolver                                                                 -                  8,000
    Repayments of revolver                                                                    -                 (8,000)
    Issuance of common stock                                                                 55                      -
    Preferred stock dividends                                                              (225)                  (225)
                                                                                  --------------       ----------------
              Net cash used in financing activities                                        (170)                  (225)
                                                                                  --------------       ----------------

Net increase (decrease) in cash and cash equivalents                                    (13,706)                47,222
Cash and cash equivalents at beginning of period                                        123,150                 14,857
                                                                                  --------------       ----------------
Cash and cash equivalents at end of period                                            $ 109,444               $ 62,079
                                                                                  ==============       ================
</TABLE>


See accompanying notes to condensed consolidated financial statements.



                                       5

<PAGE>

                     COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2002
                                   (unaudited)

(1)  General
     -------

     These condensed consolidated interim financial statements should be read in
     conjunction with the consolidated financial statements and the summary of
     significant accounting policies and notes thereto included in the 2001
     Annual Report on Form 10-K for CompuCom Systems, Inc. ("CompuCom" or "the
     Company"). The information furnished is unaudited but reflects all
     adjustments, consisting only of normal recurring accruals, which are in the
     opinion of management necessary for a fair presentation of the results for
     these interim periods. Interim results are not necessarily indicative of
     results expected for the full year.

(2)  Contingencies
     -------------

     There have been no material developments involving claims and legal actions
     involving CompuCom during the first quarter of 2002. CompuCom is involved
     in various claims and legal actions arising in the ordinary course of
     business. In the opinion of management, the ultimate disposition of these
     matters will not have a material adverse effect on CompuCom's consolidated
     financial position and results of operations, taken as a whole.

(3)  Earnings per share
     ------------------

     Basic earnings per common share have been computed based on net earnings
     after preferred stock dividend requirements and the weighted average number
     of common shares outstanding during each period. Diluted earnings per
     common share assumes conversion of dilutive convertible securities into
     common stock at the later of the beginning of the period or date of
     issuance and includes the add-back of related dividends, as required.
     Diluted earnings per common share also assumes the exercise of all options
     with an exercise price below the average market price of the Company's
     stock, at the later of the beginning of the period or date of issuance,
     regardless of whether the options are vested or not. Earnings per common
     share have been computed as follows (in thousands, except per share
     amounts):

<TABLE>
<CAPTION>
                                                                      Three months ended March 31,2002
                                                                --------------------------------------------
                                                                   Earnings         Shares
                                                                  (Numerator)   (Denominator)      EPS
                                                                --------------------------------------------

<S>                                                             <C>             <C>             <C>
     Earnings before cumulative effect of a change in
     accounting principle for negative goodwill                        $ 2,650
     Less:  Preferred stock dividends                                     (225)
                                                                ---------------

     Basic EPS
     ---------
     Earnings available to common shareholders before
     cumulative effect of a change in accounting principle for
     negative goodwill                                                   2,425         48,372         $ .05

     Effect of dilutive securities
     -----------------------------
     Stock options                                                                        745
     Employee stock purchase plan                                                          75
                                                                --------------- -------------- -------------

     Diluted EPS
     -----------
     Earnings available + assumed conversions                          $ 2,425         49,192         $ .05
                                                                =============== ============== =============
</TABLE>


                                       6

<PAGE>

                     COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2002
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                     Three months ended March 31, 2001
                                                                --------------------------------------------
                                                                   Earnings         Shares
                                                                  (Numerator)   (Denominator)      EPS
                                                                --------------------------------------------

<S>                                                             <C>             <C>            <C>
     Net earnings                                                      $ 1,773
     Less:  Preferred stock dividends                                     (225)
                                                                ---------------

     Basic EPS
     ---------
     Earnings available to common shareholders                           1,548         49,206         $ .03

     Effect of dilutive securities
     -----------------------------
     Stock options                                                                         55
     Employee stock purchase plan                                                         107
                                                                --------------- -------------- -------------

     Diluted EPS
     -----------
     Earnings available + assumed conversions                          $ 1,548         49,368         $ .03
                                                                =============== ============== =============
</TABLE>


     CompuCom has excluded 6,532,023 and 7,038,616 shares from its calculations
     of diluted earnings per share for the three months ended March 31, 2002 and
     2001, respectively, as they are considered anti-dilutive.

(4)  Business Combinations
     ---------------------

     During 2001, CompuCom consummated four business combinations (collectively,
     "the 2001 acquisitions"). The 2001 acquisitions have been accounted for as
     purchase transactions. Accordingly, the consolidated financial statements
     reflect the operations of the acquired businesses from the respective dates
     of acquisition. The aggregate purchase price of the 2001 acquisitions, net
     of cash acquired, was approximately $121 million. CompuCom's allocation of
     the aggregate purchase price for the 2001 acquisitions consisted of
     approximately $93 million to current assets, $1 million to non-current
     assets, $31 million to goodwill, $6 million to intangible assets with
     definite useful lives, and $10 million to current liabilities. CompuCom
     used available cash to finance the 2001 acquisitions. In accordance with
     Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
     Other Intangible Assets," approximately $1.3 million of negative goodwill
     associated with the 2001 MicroAge Technology Services, L.L.C. acquisition
     was recognized in the Condensed Consolidated Statements of Operations in
     the first quarter of 2002 as a cumulative effect of a change in accounting
     principle.

     The following unaudited pro forma financial information presents the
     combined results of operations as if the 2001 acquisitions had occurred as
     of the beginning of 2001, after giving effect to certain adjustments,
     including amortization of intangibles with definite useful lives, increased
     financing expense on debt assumed to have been incurred in relation to the
     2001 acquisitions, and related income tax effects. The pro forma results do
     not necessarily represent results that would have occurred if the
     acquisitions had taken place on the basis assumed above, nor are they
     indicative of the results of future combined operations.



                                       7

<PAGE>

                     COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2002
                                   (unaudited)

                                           (in thousands, except per share data)
                                           -------------------------------------

                                                    Three Months Ended
                                                      March 31, 2001
                                                      --------------

           Revenue                                         $  573,928

           Net earnings                                    $    2,432

           Diluted earnings per share                      $     0.04

(5)  Goodwill and Intangible Assets
     ------------------------------

     In July 2001, the Financial Accounting Standards Board issued SFAS No. 142,
     "Goodwill and Other Intangible Assets." CompuCom has adopted the provisions
     of SFAS No. 142 effective January 1, 2002. SFAS No. 142 requires that
     goodwill and intangible assets with indefinite useful lives no longer be
     amortized but instead tested for impairment at least annually. SFAS No. 142
     also requires that intangible assets with definite useful lives be
     amortized over their respective estimated useful lives to their estimated
     residual values.

     Under SFAS No. 142, the Company is required to perform transitional
     impairment tests for its goodwill and intangible assets with indefinite
     useful lives as of the date of adoption. Step one of the transitional
     goodwill impairment test, which compares the fair values of the Company's
     reporting units to their respective carrying values, will be completed by
     June 30, 2002. Under step two of SFAS No. 142, any transitional impairment
     losses for goodwill will be recognized as the cumulative effect of a change
     in accounting principle in the consolidated statement of operations.


                                       8

<PAGE>

                     COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2002
                                   (unaudited)

     The following table provides comparative earnings and earnings per share
     had the non-amortization provisions of SFAS No. 142 been adopted for all
     periods presented:

<TABLE>
<CAPTION>
                                                                   (in thousands, except per share data)
                                                                ---------------------------------------------

                                                                        Three Months Ended March 31,
                                                                       2002                     2001
                                                                -------------------     ---------------------
<S>                                                             <C>                     <C>
     Impact on Statement of Operations:
     Earnings before cumulative effect of a change in
       accounting principle for negative goodwill                       $    2,650                $    1,773
     Add back goodwill amortization                                             --                       848
                                                                -------------------     ---------------------
     Adjusted earnings before cumulative effect of a
       change in accounting principle for negative goodwill                  2,650                     2,621
     Cumulative effect of a change in accounting principle
       for negative goodwill                                                   707                        --
                                                                -------------------     ---------------------
     Adjusted net earnings                                              $    3,357                $    2,621
                                                                ===================     =====================

     Impact on Basic and Fully Diluted Earnings Per Share:
     Earnings before cumulative effect of a change in
       accounting principle for negative goodwill                       $     0.05                $     0.03
     Add back goodwill amortization                                             --                      0.02
                                                                -------------------     ---------------------
     Adjusted earnings before cumulative effect of a
       change in accounting principle for negative goodwill                   0.05                      0.05
     Cumulative effect of a change in accounting principle
       for negative goodwill                                                  0.01                        --
                                                                -------------------     ---------------------
     Adjusted net earnings                                              $     0.06                $     0.05
                                                                ===================     =====================
</TABLE>


     The following is a summary of changes in the carrying amount of goodwill by
     segment for the three months ended March 31, 2002:

<TABLE>
<CAPTION>
                                                                      (in thousands)
                                            --------------------------------------------------------------------
                                              Product           Service          Unallocated          Total
                                            -------------     -------------     --------------     -------------
<S>                                         <C>               <C>               <C>                <C>
     Balance at December 31, 2001               $ 59,402          $ 41,494          $  (1,253)        $  99,643
     Cumulative change in accounting
       principle for negative goodwill                --                --              1,253             1,253
     Additions                                        --               491                 --               491
                                            -------------     -------------     --------------     -------------
     Balance at March 31, 2002                  $ 59,402          $ 41,985          $      --         $ 101,387
                                            =============     =============     ==============     =============
</TABLE>



                                       9

<PAGE>


                     COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2002
                                   (unaudited)

     In accordance with SFAS No. 142, approximately $1.3 million of negative
     goodwill associated with the 2001 MicroAge Technology Services, L.L.C.
     acquisition was recognized in the Condensed Consolidated Statements of
     Operations in the first quarter of 2002 as a cumulative effect of a change
     in accounting principle. Goodwill additions during first quarter of 2002
     resulted from adjustments to the preliminary purchase price allocations
     related to the 2001 acquisitions.

     Intangible assets with definite useful lives are amortized over their
     respective estimated useful lives to their estimated residual values. The
     following table provides a summary of CompuCom's intangible assets with
     definite useful lives as of March 31, 2002 and December 31, 2001 (in
     thousands):

<TABLE>
<CAPTION>
                                                                               March 31, 2002
                                                             ---------------------------------------------------
                                                                 Gross
                                     Amortization              Carrying           Accumulated
                                        Period                   Value           Amortization            Net
                               --------------------------    --------------     ----------------     -------------
<S>                            <C>                           <C>                <C>                  <C>
     Customer-related                6 - 11 years                 $ 15,767             $  7,627          $  8,140
     Contract-related               24 - 36 months                   2,840                  474             2,366
                                                             --------------     ----------------     -------------
     Total                                                        $ 18,607             $  8,101          $ 10,506
                                                             ==============     ================     =============

<CAPTION>
                                                                             December 31, 2001
                                                             ---------------------------------------------------
                                                                 Gross
                                     Amortization              Carrying           Accumulated
                                        Period                   Value           Amortization            Net
                               --------------------------    --------------     ----------------     -------------
<S>                            <C>                           <C>                <C>                  <C>
     Customer-related                6 - 11 years                 $ 15,767             $  6,990          $  8,777
     Contract-related               24 - 36 months                   2,840                  171             2,669
                                                             --------------     ----------------     -------------
     Total                                                        $ 18,607             $  7,161          $ 11,446
                                                             ==============     ================     =============
</TABLE>



     Amortization expense related to intangible assets with definite useful
     lives was $0.9 million and $0.6 million for the three months ended March
     31, 2002 and 2001, respectively. The following table provides estimated
     amortization expense related to intangible assets with definitive useful
     lives for each of the years in the five year period ending December 31,
     2006:

                          Remainder of 2002                  $  2,688
                          2003                                  3,146
                          2004                                  2,494
                          2005                                    579
                          2006 and thereafter                   1,599
                                                      ----------------
                                                             $ 10,506
                                                      ================



                                       10

<PAGE>

                     COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2002
                                   (unaudited)

(6)  Restructuring Charges
     ---------------------

     During the first quarter of 2000, CompuCom effected a restructuring plan
     designed to reduce its cost structure by closing its distribution facility
     located in Houston, Texas, closing and consolidating three office
     facilities, and reducing its workforce. As a result, CompuCom recorded a
     restructuring charge of $5.2 million. During the fourth quarter of 1998,
     CompuCom recorded a $16.4 million restructuring charge, primarily
     consisting of costs associated with the closing of facilities and disposing
     of related fixed assets as well as employee severance and benefits related
     to a reduction in workforce.

     The following table provides a summary rollforward by category of the
     activity in CompuCom's restructuring accrual for the three months ended
     March 31, 2002:

<TABLE>
<CAPTION>
                                                                         (in thousands)
                                                                         --------------
                                                           Accrual at                      Accrual at
                                                          December 31,                   March 31, 2002
                                                              2001        Cash Payments
                                                         ------------------------------------------------
<S>                                                      <C>             <C>             <C>
     Lease termination costs                                  $  1,861         $   (164)       $  1,697
                                                         ================================================
</TABLE>

     The remaining accrual at March 31, 2002 is reflected in Accrued liabilities
     on CompuCom's Condensed Consolidated Balance Sheet and relates to nine
     leases for former office sites that have not been terminated, two of which
     have not been sublet. The Company believes the restructuring accrual is
     adequate. Differences, if any, between the estimated amount accrued and
     actual amounts paid will be reflected in operating expenses in future
     periods.

(7)  Segment Information
     -------------------

     CompuCom defines its operations as two distinct businesses - 1) sales of
     personal computer-related products ("product"), which includes desktop,
     networking, storage, and mobile computing products, as well as peripherals
     and software-related products and licenses and 2) services ("service"),
     which is primarily derived from application design, development and
     maintenance, all aspects of desktop outsourcing, including field
     engineering, as well as help desk and LAN/WAN network outsourcing,
     configuration, asset tracking, software management, mobile computing
     services, IT consulting, training, and services provided in support of
     certain manufacturers' direct fulfillment initiatives. CompuCom measures
     segment earnings as operating earnings, defined as income before financing
     expenses and income taxes. During the first quarter of 2002, CompuCom
     revised its segment measures for allocating operating expenses between
     segments. CompuCom believes the new segment measures provide better
     information for the chief operating decision maker to assess segment
     performance and make resource allocation decisions. This change resulted in
     a decrease of approximately $4.4 million of allocated operating expenses to
     the product segment and a corresponding increase by the same amount to the
     services segment for the quarter ended March 31, 2002. In accordance with
     SFAS No. 131, prior period amounts have not been restated.

                                       11

<PAGE>


                     COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2002
                                   (unaudited)


Quarter ended March 31, 2002
----------------------------

Operating Results                        Product    Service     Total
-----------------                        -------    -------     -----
(in thousands)

   Revenues                              $259,269   $67,679   $326,948

   Gross margin                            26,731    23,548     50,279

   Operating earnings                       2,450     2,275      4,725

   Financing expenses, net                                        (309)
                                                              --------

   Earnings before income taxes and
     cumulative effect of a change in
     accounting for negative goodwill                         $  4,416
                                                              ========


Quarter ended March 31, 2001
----------------------------

Operating Results                        Product    Service     Total
-----------------                        -------    -------     -----
(in thousands)

   Revenues                              $482,361   $71,927   $554,288

   Gross margin                            42,090    23,593     65,683

   Operating earnings (loss)                 (891)    5,575      4,684

   Financing expenses, net                                      (1,729)
                                                              --------

   Earnings before income taxes and
     cumulative effect of a change in
     accounting for negative goodwill                         $  2,955
                                                              ========












                                       12

<PAGE>

                     COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2002
                                   (unaudited)

(8)  Financing Arrangements
     ----------------------

     At March 31, 2002, CompuCom had financing arrangements of $150 million,
     consisting of a $125 million receivable securitization ("Securitization")
     and a $50 million working capital line of credit ("Revolver"). Consistent
     with its financing requirements, CompuCom reduced the Revolver facility
     from $50 million to $25 million in May 2002.

     The Securitization's pricing is based on a designated short-term interest
     rate plus an agreed upon spread. The Securitization allows CompuCom to
     sell, on an ongoing basis, its trade accounts receivable ("receivables") to
     a consolidated, wholly-owned bankruptcy-remote special purpose subsidiary
     (the "SPS"). The risk that CompuCom bears from bad debt losses on
     receivables sold is addressed in its allowance for doubtful accounts. The
     SPS has sold and, subject to certain conditions, may from time to time
     sell, an undivided ownership interest in the pool of purchased receivables
     to financial institutions. As collections reduce receivables balances sold,
     CompuCom may sell interests in new receivables to bring the amount
     available up to the maximum allowed. The sales are reflected as reductions
     of Receivables in the Condensed Consolidated Balance Sheets and are
     included in the net cash provided by operating activities in the Condensed
     Consolidated Statements of Cash Flows. The proceeds from the sale of
     receivables are used primarily to fund working capital requirements.
     CompuCom is retained as servicer of the receivables; however, the cost of
     servicing is not material. Discounts associated with the sale of
     receivables totaled $0.4 million and $2.2 million for the three months
     ended March 31, 2002 and 2001, respectively, and are included in Financing
     expenses, net in the Condensed Consolidated Statements of Operations.
     Amounts outstanding as sold receivables as of March 31, 2002 consisted of
     two certificates totaling $60 million, one certificate for $10 million
     which initially had an April 2002 maturity date but has been extended to a
     September 2002 maturity date, and one certificate for $50 million with an
     October 2003 maturity date.

     The Revolver, which initially had a May 2002 maturity date but has been
     extended to a June 2002 maturity date, bears interest at a rate of LIBOR
     plus an agreed-upon spread and is secured by a lien on CompuCom's assets.
     CompuCom expects the Revolver to be renewed in June 2002. Availability
     under the Revolver is subject to a borrowing base calculation. As of March
     31, 2002, availability under the Revolver was approximately $17 million. No
     amounts were outstanding under the Revolver as of March 31, 2002 and
     December 31, 2001. Terms of the Revolver limit the amounts available for
     capital expenditures and dividends. Both the Securitization and the
     Revolver require CompuCom to maintain compliance with selected financial
     covenants and ratios.

     Interest income of $0.6 million and $1.0 million was earned during the
     three months ended March 31 2002 and 2001, respectively, and is included in
     Financing expenses, net, on the Condensed Consolidated Statements of
     Operations.

(9)  Reclassifications
     -----------------

     Certain prior period amounts have been reclassified to conform to the
     current period presentation.


                                       13

<PAGE>

                     COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

         Management's Discussion and Analysis of Financial Condition and
                             Results of Operations
                                 March 31, 2002

     Founded in 1987, CompuCom Systems, Inc., together with its subsidiaries is
a leading single-source provider of information systems services and products
designed to enhance the productivity of large and medium-sized organizations
throughout the United States. CompuCom provides information technology
outsourcing and system integration services that help clients reduce the costs,
complexities, obstacles and risks associated with new technology adoption,
operational transition and on-going management of their information systems.
CompuCom markets and sells technology management services and products through a
direct sales force to approximately 4,400 business clients.

     CompuCom's discussion and analysis of its financial condition and results
of operations are based upon CompuCom's Condensed Consolidated Financial
Statements, which have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these
financial statements requires CompuCom to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. CompuCom bases its
estimates on historical experience and on other relevant assumptions that are
believed to be reasonable under the circumstances. Actual results may differ
from these estimates.


                                       14

<PAGE>

                     COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

         Management's Discussion and Analysis of Financial Condition and
                             Results of Operations
                                 March 31, 2002

Results of Operations
---------------------

The following table shows CompuCom's total revenue, gross margin and gross
margin percentage by revenue source. Operating expenses, financing expenses,
income taxes, cumulative effect of a change in accounting principle for negative
goodwill, and net earnings are shown as a percentage of total revenue for the
three months ended March 31, 2002 and 2001:

<TABLE>
<CAPTION>
                                                                                        Three months ended
                                                                                             March 31
                                                                                   ----------------------------
                                                                                        2002         2001
                                                                                   -------------  -------------

<S>                                                                                <C>            <C>
Revenue:
    Product                                                                           $ 259,269      $ 482,361
    Service                                                                              67,679         71,927
                                                                                   -------------  -------------
      Total revenue                                                                   $ 326,948      $ 554,288
                                                                                   =============  =============

Gross margin:
    Product                                                                            $ 26,731       $ 42,090
    Service                                                                              23,548         23,593
                                                                                   -------------  -------------
      Total gross margin                                                               $ 50,279       $ 65,683
                                                                                   =============  =============

Gross margin percentage:
    Product                                                                                10.3%           8.7%
    Service                                                                                34.8%          32.8%
                                                                                   -------------  -------------
      Total gross margin percentage                                                        15.4%          11.8%

Operating expenses:
    Selling                                                                                 3.8%           3.5%
    Service                                                                                 3.3%           2.5%
    General and administrative                                                              5.4%           4.0%
    Depreciation and amortization                                                           1.5%           1.0%
                                                                                   -------------  -------------
      Total operating expenses                                                             14.0%          11.0%
                                                                                   -------------  -------------

Earnings from operations                                                                    1.4%           0.8%

Financing expenses, net                                                                     0.1%           0.3%
                                                                                   -------------  -------------
Earnings before income taxes and cumulative effect of a change
    in accounting principle for negative goodwill                                           1.3%           0.5%

Income taxes                                                                                0.5%           0.2%
                                                                                   -------------  -------------

Earnings before cumulative effect of a change in accounting principle
    for negative goodwill                                                                   0.8%           0.3%
                                                                                   -------------  -------------

Cumulative effect of a change in accounting principle for
    negative goodwill, net of income taxes                                                  0.2%              -
                                                                                   -------------  -------------

Net earnings                                                                                1.0%           0.3%
                                                                                   =============  =============
</TABLE>


                                       15

<PAGE>


                     COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

         Management's Discussion and Analysis of Financial Condition and
                             Results of Operations


2001 Business Combinations ("the 2001 acquisitions")
----------------------------------------------------

     In January 2001, CompuCom purchased certain assets of MicroAge Technology
Services, L.L.C. ("MTS", or "the MTS acquisition"). The purchase price of
approximately $79 million (after post-closing adjustments) was financed using
available cash. The purchased assets were used by MTS primarily in its business
as a services provider and systems integrator of personal computer products.

     In July 2001, CompuCom purchased certain assets and assumed certain
liabilities of Excell Data Corporation ("Excell", or "the Excell acquisition")
for approximately $27 million in available cash. The net assets acquired were
used by Excell primarily in its business of high-end technical applications
development, network infrastructure design and deployment and worldwide event
technical planning and support. Essentially all of the Excell workforce,
consisting of technical application developers, consultants, and administrative
personnel were hired as part of the Excell acquisition. The purpose of the
Excell acquisition was to expand the suite of CompuCom's service offerings.

     In November 2001, CompuCom purchased certain assets and assumed certain
liabilities associated with the application development division of E-Certify
Corporation ("ClientLink", or "the ClientLink acquisition") for approximately $2
million in available cash and the surrender of such number of E-Certify
Corporation's common stock to decrease the Company's percent ownership from 22%
to 19% of outstanding shares. ClientLink provides high-end technical consulting,
development, deployment and maintenance services. The ClientLink acquisition
further expands the suite of CompuCom's service offerings.

     In November 2001, CompuCom acquired Northern NEF, Inc. ("NNEF", or "the
NNEF acquisition") for approximately $15 million in available cash. NNEF is a
Federal systems integrator and solutions provider, whose services include
systems engineering, equipment procurement, software development, integration,
test and training as well as related program management support services to
various defense and civilian agencies of the Federal government, as well as to
state governments and commercial accounts. The NNEF acquisition provides
CompuCom with an entrance to the Federal marketplace and expands the
capabilities NNEF can provide primarily to its Federal clients through
CompuCom's existing service offerings.


                                       16

<PAGE>

                     COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

         Management's Discussion and Analysis of Financial Condition and
                             Results of Operations

Comparison of the Quarter Ended March 31, 2002 to the Quarter Ended March 31,
-----------------------------------------------------------------------------
2001
----

     Product revenue is primarily derived from the sale of hardware, which
includes desktop, networking, storage, and mobile computing products and
peripherals. Also included in product revenue is the sale of software, which
includes software-related products and licenses to corporate and government
clients. Product revenue declined 46.3% to $259.3 million in the first quarter
of 2002 from $482.4 million in the first quarter of 2001. The decline in the
first quarter 2002 from the first quarter 2001 was 50.7% for hardware and 2.4%
for software. CompuCom believes the product revenue decline can be primarily
attributed to general economic conditions that have resulted in lower demand for
personal computer products mainly from its Fortune 1000 client base. As a result
of this economic slowdown, product purchases and IT projects have been delayed,
downsized or cancelled. In addition, product revenue has been negatively
impacted by certain clients electing to purchase product directly from
manufacturers, as well as by increased competition from other direct marketers.
On a sequential basis, product revenue declined 13.1%. However, hardware revenue
declined only 2.8%, the lowest sequential decline CompuCom has experienced in
six quarters. Software revenue declined 44% on a sequential basis, which is
considered by the Company to be a normal, seasonal decline. While the product
revenue sequential rate of decline slowed in the first quarter, there can be no
assurance that the rate of decline will not accelerate in the second quarter.

     Product gross margin as a percentage of product revenue increased to 10.3%
in the first quarter of 2002 from 8.7% in the first quarter of 2001. CompuCom
believes the increase in product gross margin as a percentage of product revenue
was primarily due to the decline in revenue generated by higher volume, lower
margin clients. Also contributing to the product gross margin percentage
increase was an increase, as a percentage of product revenue, in the amount of
vendor volume and other incentives earned in the first quarter of 2002 as
compared to the first quarter of 2001. Due to competitive conditions, CompuCom
expects to experience pressure on product gross margin, the result of which may
be to report lower product gross margin dollars and as a percentage of product
revenue when compared to the comparable prior year period or previous quarter.

     Service revenue decreased 5.9% to $67.7 million for the first quarter of
2002 from $71.9 million for the first quarter of 2001. Sequentially, service
revenue decreased 2.1%. Service revenue is primarily derived from services
directly related to the sale of product, such as configuration, vendor warranty
contracts and services to support certain OEM product fulfullment programs, IT
outsourcing services, such as desktop support, infrastructure services, field
engineering, help desk and other infrastructure related services, and
application development, systems integration and other consulting services.
Service revenue reflects revenue generated by the actual performance of specific
services and does not include product sales. The decrease in service revenue for
the first quarter of 2002 as compared to the same period in 2001 was primarily
due to services directly related to a product sale and IT outsourcing services.
Partially offsetting these declines were increases associated with the Excell,
ClientLink and NNEF acquisitions. The sequential decline in service revenue of
2.1% was primarily due to the decline in services directly related to the sale
of product. Service gross margin as a percentage of service revenue for the
quarter ended March 31, 2002 was 34.8% compared to 32.8% for the same period in
2001. The increase in service gross margin was primarily due to improvements in
the management and utilization of the Company's service-related resources.
CompuCom expects to experience continued pressure on both service revenue and
service gross margin, the result of which may be to report lower service revenue
and related service gross margin when compared to the comparable prior year
period or previous quarter.



                                       17

<PAGE>

                     COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

         Management's Discussion and Analysis of Financial Condition and
                             Results of Operations

     Selling expenses consist primarily of salary, commissions and benefits for
sales and sales-support personnel, along with other costs directly related to
such personnel. Selling expense decreased $7.2 million for the three months
ended March 31, 2002 as compared to the same period in the prior year, and $1.1
million as compared to the fourth quarter of 2001. CompuCom attributes this
decrease to its own cost management efforts, primarily related to sales-support
personnel and related costs, as well as reductions in selling expenses that vary
directly with the decline in product revenue. Selling expense as a percentage of
revenue increased to 3.8% for the three months ended March 31, 2002 from 3.5%
for the same period a year ago, due primarily to the decline in product revenue
for the comparable periods.

     Service expenses consist primarily of salary and benefits cost for
personnel supporting the service business, along with other costs directly
related to such personnel. Service expense decreased $2.7 million for the three
months ended March 31, 2002 as compared to the three months ended March 31,
2001, and $1.8 million as compared to the fourth quarter of 2001. The decrease
was due primarily to CompuCom's cost management efforts, particulary personnel
and related costs, partially offset by personnel and infrastructure costs
associated with the Excell and ClientLink acquisitions. As a percentage of
revenue, service expense increased to 3.3% for the three months ended March 31,
2002 from 2.5% for the same period a year ago. Contributing to the increase in
service expense as a percentage of total revenue was the decline in product
revenue.

     General and administrative expenses consist principally of salary and
benefit costs for executive, operations, information services, and
administrative personnel, along with certain infrastructure costs directly
related to such personnel, as well as professional services and other general
corporate activities. General and administrative expense decreased $4.6 million
for the three months ended March 31, 2002 as compared to the three months ended
March 31, 2001, and $2.6 million as compared to the fourth quarter of 2001. The
decrease is reflective of the Company's ongoing cost management efforts which
include personnel-related costs, as well as certain infrastructure costs,
primarily telecommunications expense. General and administrative expense
increased as a percentage of revenue from 4.0% to 5.4% for the comparable
periods due primarily to the decline in product revenue. Operating expenses are
reported net of reimbursements by certain manufacturers for specific training,
promotional and marketing programs. These reimbursements offset certain expenses
incurred.


                                       18

<PAGE>

                     COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

         Management's Discussion and Analysis of Financial Condition and
                             Results of Operations

     Depreciation and amortization expense decreased approximately $0.9 million
for the quarter ended March 31, 2002 as compared to the quarter ended March 31,
2001. The decrease was primarily due to the adoption of the non-amortization
provisions of Statement of Financial Accounting Standards ("SFAS") No. 142,
"Goodwill and Other Intangible Assets," on January 1, 2002. This decrease was
partially offset by increased amortization expense of identifiable intangibles
with definite useful lives associated with the 2001 acquisitions. As a
percentage of revenue, depreciation and amortization expense increased from 1.0%
to 1.5% during the same periods, due primarily to the decline in product revenue
for the comparable periods.

     Financing expense decreased to $0.3 million for the quarter ended March 31,
2002 from $1.7 million for the same period in the prior year. As a percentage of
revenue, financing expense declined to 0.1% for the three months ended March 31,
2002 from 0.3% for the same period a year ago. The decrease in financing expense
was primarily due to CompuCom's improved management of working capital, as well
as lower financing requirements due to the decline in product revenue. The
decline in financing expense was also due to the effect of lower effective
interest rates in the first quarter of 2002 as compared to the first quarter of
2001.

     As a result of the factors discussed above, CompuCom recorded earnings
before the cumulative effect of a change in accounting principle for negative
goodwill for the quarter ended March 31, 2002 of $2.7 million. This compares to
first quarter 2001 net earnings of $1.8 million.

Liquidity and Capital Resources
-------------------------------

     Working capital at March 31, 2002 was $92.8 million compared to $87.1
million at December 31, 2001. The current ratio at March 31, 2002 was 1.56
compared to 1.42 at December 31, 2001. The increase in working capital was
primarily the result of declines in accounts payable and accrued liabilities,
partially offset by declines in cash and cash equivalents and receivables. The
declines in accounts payable, accrued liabilities and receivables were all
directly attributable to the decline in revenue in the first quarter of 2002 as
compared to the fourth quarter of 2001, particularly product revenue which
declined approximately 13.1% over the comparable periods. Partially offsetting
the impact of lower revenue levels was a $14.0 million reduction in the amount
of receivables utilized under CompuCom's securitization facility.

     CompuCom's liquidity is impacted by the dollar volume of certain
manufacturers' rebate programs. Under these programs, CompuCom is required to
pay a higher initial amount for product and claim a rebate from the manufacturer
to reduce the final cost. The collection of these rebates can take an extended
period of time. Due to these programs, CompuCom's initial cost for the product
is often higher than the sales price CompuCom can obtain from its clients. These
programs have been at times a material factor in CompuCom's financing needs. As
of March 31, 2002 and December 31, 2001, CompuCom was owed approximately $14
million, respectively, under these vendor rebate programs.


                                       19

<PAGE>


                     COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

         Management's Discussion and Analysis of Financial Condition and
                             Results of Operations

     CompuCom's working capital requirements are generally funded through
financing arrangements and internally generated funds. As of March 31, 2002,
CompuCom's financing arrangements consisted of a $125 million receivable
securitization ("Securitization") and $50 million working capital line of credit
("Revolver"). Consistent with its financing requirements, CompuCom reduced the
Revolver facility from $50 million to $25 million in May 2002. The
Securitization pricing is based on a designated short-term interest rate plus an
agreed upon spread. As of March 31, 2002, amounts outstanding as sold
receivables consisted of two certificates totaling $60 million, one certificate
for $10 million which initially had an April 2002 maturity date but has been
extended to a September 2002 maturity date, and one certificate for $50 million
with an October 2003 maturity date. The Revolver, which initially had a May 2002
maturity date but has been extended to a June 2002 maturity date, bears interest
at LIBOR plus an agreed upon spread and is secured by a lien on CompuCom's
assets. CompuCom expects the Revolver to be renewed in June 2002. Availability
under the Revolver is subject to a borrowing base calculation. As of March 31,
2002, availability under the Revolver was approximately $17 million. No amounts
were outstanding under the Revolver as of March 31, 2002 and December 31, 2001.
Terms of the Revolver limit the amounts available for capital expenditures and
dividends. Both the Securitization and the Revolver are subject to CompuCom's
compliance with selected financial covenants and ratios.

     CompuCom's business is not capital asset intensive, and capital
expenditures in any year normally would not be significant in relation to its
overall financial position. Generally, the Company's capital expenditures relate
to its information technology hardware and software and improvements in its
distribution centers. Capital expenditures were $1.3 million for the three
months ended March 31, 2002, as compared to $6.9 million for the same period in
2001. The decrease is a result of higher than normal capital spending in the
first quarter 2001 which was due primarily to upgrades to the Company's
technology infrastructure and help desk offerings, system deployments to certain
personnel, including those hired as part of the MTS acquisition, and certain
other capital investments associated with the MTS acquisition. CompuCom
currently expects capital expenditures for 2002 to be in a range between $10 to
$15 million.

Recent Accounting Pronouncements
--------------------------------

     In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other Intangible Assets." SFAS No. 142 changes the accounting for goodwill from
an amortization method to an impairment-only approach. SFAS No. 142 requires
that goodwill and intangible assets with indefinite useful lives no longer be
amortized, but instead tested for impairment at least annually. SFAS No. 142
also requires that intangible assets with definite useful lives be amortized
over their respective estimated useful lives to their estimated residual values,
and reviewed for impairment in accordance with SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets."

     In accordance with the provisions of SFAS No. 142, CompuCom has reassessed
the useful lives and residual values of all intangible assets with definite
useful lives acquired in purchase business combinations. No changes were
required as a result of such reassessment.


                                       20

<PAGE>


                     COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

         Management's Discussion and Analysis of Financial Condition and
                             Results of Operations


     In connection with the transitional goodwill impairment evaluation, SFAS
No. 142 requires CompuCom to perform an assessment of whether there is an
indication that goodwill is impaired as of the date of adoption. To accomplish
this, the Company has identified its reporting units, determining the carrying
value of each reporting unit by assigning the assets and liabilities, including
the existing goodwill and intangible assets as of the adoption date, to those
reporting units. To the extent a reporting unit's carrying amount exceeds its
fair value, an indication exists that the reporting unit's goodwill may be
impaired and the Company must then perform the second step of the transitional
impairment test. In the second step, CompuCom must compare the implied fair
value of the reporting unit's goodwill, determined by allocating the reporting
unit's fair value to all of its assets (recognized and unrecognized) and
liabilities, to its carrying amount, both of which would be measured as of the
date of adoption. This second step is required to be completed as soon as
possible, but no later than the end of the year of adoption. As an overall check
on the reasonableness of the fair values attributed to CompuCom's reporting
units, the Company will compare and contrast the aggregate fair values for all
reporting units with the Company's average total market capitalization for a
reasonable period of time. However, SFAS No. 142 states that the fair value may
exceed market capitalization due to factors such as control premiums and
synergies. CompuCom expects to complete the initial impairment review during the
first half of 2002. Any transitional impairment loss, which could be
significant, will be recognized as the cumulative effect of a change in
accounting principle in the Company's statement of operations.

     As of March 31, 2002, CompuCom has unamortized goodwill of approximately
$101 million, all of which is subject to the transition provisions of SFAS No.
142. Because of the extensive effort needed to adopt SFAS No. 142, it is not
practicable to reasonably estimate the impact of adopting these pronouncements
on CompuCom's financial statements as of the date of this report, including the
extent to which transitional impairment losses, if any, will be required to be
recognized as the cumulative effect of a change in accounting principle.

     In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 143 requires entities to record the fair value
of a liability for an asset retirement obligation in the period in which it is
incurred. The Company will adopt SFAS No. 143 in fiscal year 2003. The Company
does not expect the provisions of SFAS No. 143 to have any significant impact on
its financial condition or results of operations.

     In April 2002, the FASB issued SFAS No. 145, "Recission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections". Generally, SFAS 145 is effective for transactions occurring after
May 15, 2002. The Company does not expect the provisions of SFAS No. 145 to have
any significant impact on its financial condition or results of operations.


                                       21

<PAGE>

                     COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

         Management's Discussion and Analysis of Financial Condition and
                             Results of Operations

Forward Looking Statements and Risks
------------------------------------

     This document contains "forward-looking statements" within the meaning of
the Securities Act of 1933 and the Securities Exchange Act of 1934. These
forward-looking statements may be identified by words such as "will," "believe,"
"anticipate," "intend," "estimate," "expect," "project" and similar expressions.
Although we believe the expectations contained in the forward-looking statements
are reasonable, we can give no assurance that the expectations will prove
correct. In addition, the forward-looking statements do not reflect the
potential impact of any future acquisitions or mergers and related integration,
dispositions, joint ventures, strategic investments or one-time events. These
forward-looking statements are subject to certain risks and uncertainties and
there are a number of factors that could cause actual results to differ
materially from those indicated by the forward-looking statements, and as a
result could have an adverse impact on our business, financial condition and
operating results. These factors include our ability: to grow product and
service revenue; to increase consulting revenue; to meet manufacturer's
expectations in providing assistance in implementing direct fulfillment
initiatives; to find additional ways to leverage costs and reduce costs further;
to integrate acquired businesses into our operations; to retain key employees of
acquired businesses; to accurately value acquired businesses; and to continue
the improvement in product and service gross margin and our balance sheet. Other
factors that could cause actual results to differ include: the impact of
competitive pricing and supply; manufacturers' shift to direct fulfillment
programs may be more significant than anticipated; changes to manufacturers'
pricing, price protection, rebate and incentive programs; short-term interest
rate fluctuations; general economic conditions; employee turnover; possible
future litigation; the ability to collect accounts receivable and vendor rebates
receivable; the impact of certain business and economic factors on the valuation
of certain investments in other businesses CompuCom has made or may make; and
other uncertainties that may have an impact on future revenue and earnings as
well as the risks and uncertainties set forth from time to time in our other
public reports and statements, including the risk factors set forth in our
Annual Report on Form 10-K. As a result, readers should not place undue reliance
on these forward-looking statements.


                                       22

<PAGE>

                     COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

         Management's Discussion and Analysis of Financial Condition and
                             Results of Operations


Item 3.   Quantitative and Qualitative Disclosure About Market Risk
-------   ---------------------------------------------------------

     CompuCom is exposed to interest rate risk primarily through its
Securitization and Revolver. CompuCom utilizes its Securitization and Revolver
for its working capital and other borrowing needs. If CompuCom's effective
interest rate were to increase by 100 basis points (1.00%), CompuCom's annual
financing expense would increase by approximately $0.6 million based on the
average balances utilized under the Securitization and Revolver during the three
months ended March 31, 2002.

     Currently, CompuCom does not have any significant financial investments for
trading or other speculative purposes or to manage interest rate exposure.


                                       23

<PAGE>

                           PART II. OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K
-------   --------------------------------

(a)       Exhibits
          --------

          None

(b)       Reports on Form 8-K
          -------------------

          None


                                       24

<PAGE>

                     COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

                                   Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                           COMPUCOM SYSTEMS, INC.
                                       -----------------------------------------
                                       (Registrant)






DATE:  May 15, 2002                    /s/ J. Edward Coleman
                                       -----------------------------------------
                                       J. Edward Coleman,
                                       Chairman of the Board, President,
                                       Chief Executive Officer, and Director





DATE: May 15, 2002                     /s/ M. Lazane Smith
                                       -----------------------------------------
                                       M. Lazane Smith,
                                       Senior Vice President, Finance, Chief
                                       Financial Officer, Secretary and Director



                                       25